Terms of Use

Effective Date: April 12, 2014

PLEASE READ THE FOLLOWING TERMS OF USE RELATING TO YOUR USE OF THE CodeBabes.com WEBSITE (“SITE”) CAREFULLY. THESE TERMS OF USE GOVERN YOUR USE OF THE SITE AND ALL APPLICATIONS OFFERED THROUGH THE SITE.

Acceptance of Terms of Use of Use. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Site and the video services available to you on the Site (the “Application”) (collectively “Terms of Use”). Users of the Site that register to use the Application shall be considered “Subscribers.” This Agreement includes CodeBabes’s policies and notices about use of its Site and Application, including our privacy policy, which is incorporated into these Terms of Use by reference. Each time you use the Site and Application, you signify that you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you must discontinue using the Site and terminate your subscription to the Application. The Site is owned by CodeBabes. All references to CodeBabes, “us”, “our”, or “we” will be deemed to include CodeBabes.

Updates to Terms of Use. CodeBabes reserves the right to update or change these Terms of Use at any time by posting the most current version of the Terms of Use on the Site. CodeBabes will provide notice of changes to the Terms of Use by posting the new Terms of Use on the Site with a new Effective Date shown. All such changes in the Terms of Use shall be effective from the Effective Date set when it is posted on the Site or Application. Your continued use of the Site after we post any changes to the Terms of Use signifies your agreement to any such changes. If you do not agree to such changes, you must discontinue using the Site and Application by terminating your subscription to CodeBabes.

Electronic Form. By accessing the Site or becoming a Subscriber to the CodeBabes Application, you consent to have this Agreement provided to you in electronic form. You have the right to receive this Agreement in non-electronic form. Request for Copy of Terms of Use Agreement, email [terms@codebabes.com].

Registering as a Subscriber. You do not have to be a CodeBabes Subscriber to visit the Site, but you do need to be a Subscriber to view videos and participate in activities available through this Site. By registering and becoming a Subscriber you agree to provide (i) true, accurate, current and complete information about yourself as prompted by the registration form, and (ii) maintain and properly update your account information to keep it true, accurate, current and complete. If you provide information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that you have, or you violate these Terms of Use, as determined in our sole discretion, we have the right to suspend or terminate your subscription and refuse any and all current or future use of the Site and the Application (or any portion thereof).

Billing Account. CodeBabes or its billing agent bills you for your online account using the billing information you provide (your “Billing Account”) for access to the Application. You agree to pay CodeBabes all subscription fees then in effect for your access to the Application using your Billing Account, and you authorize CodeBabes to charge your chosen payment provider (your “Payment Method”) for the Application. You agree to make payment using that selected Payment Method.

Recurring Billing. Access to the Application requires a current and active subscription using valid Billing Information. By becoming a Subscriber, you acknowledge that you accept responsibility for all recurring charges prior to cancellation. Unless you change or cancel your subscription, which you may do at any time, your subscription will be automatically extended for successive renewal periods at the then-current subscription rate unless you cancel. If you cancel your subscription, you may access the Application until the end of the then paid month. You will not be eligible for a prorated refund of any portion of the monthly subscription fee.

Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the current subscription fee set forth when you enrolled, we shall provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction.

Use of the Application. This Site and the Application are provided and intended for your personal, noncommercial use in accordance with these Terms of Use. You agree that you will not (i) copy, display or distribute any part of the Site or the Application, or any video thereon, in any medium, without CodeBabes's prior written consent, (ii) use the Application in whole or part, for any commercial purpose, or (iii) use the Application in violation of these Terms of Use or any law or regulation. You further agree that you will not use any device to catalog, download, store or otherwise reproduce, store or distribute content available on the Site or through the Application, or to manipulate the Site or the Application, or otherwise exceed the limited access granted to you by CodeBabes. You will take no action to interfere with, interrupt, destroy or limit the functionality of the Site or any computer software or hardware or telecommunications equipment. You will not distribute or transmit any content or software or other computer files that contain a computer virus or other harmful component. YOU UNDERSTAND AGREE THAT YOUR ACCESS TO AND USE OF CONTENT AND MATERIALS AVAILABLE THROUGH THE SITE AND APPLICATION IS AT YOUR OWN RISK AND ACCEPT THAT ANY MATERIAL CONTAINED THEREON WILL NOT BE OFFENSIVE TO YOU. SHOULD YOU FIND THE MATERIAL IN THE APPLICATION (INCLUDING BUT NOT LIMITED TO, VIDEOS) OFFENSIVE OR NOT MEETING YOUR NEEDS, YOUR SOLE REMEDY IS TO CANCEL YOUR SUBSCRIPTION.

User Content. By submitting content in any form to the Site, for instance, in the form of a testimonial, comment, or picture, (“User Content”), you grant to CodeBabes and its licensees and successors in business a perpetual, worldwide, royalty-free, fully-paid and non-exclusive license to reproduce, publish, perform, distribute, modify, edit, display, adapt, create derivative works from and market and promote the User Content (at CodeBabes’s sole discretion) for any commercial purposes, and in any medium now existing or hereinafter developed, and to use your name, likeness and any personal information you submit with the Use Content without your prior approval or the payment of any compensation. By submitting, transmitting, posting or uploading any User Content to this Site, you represent and warrant that: (i) you are solely responsible for the User Content that you provide, (ii) you own or otherwise have the right to grant the license set forth above with respect to such User Content, (iii) such User Content does not violate the privacy rights, publicity rights, copyrights, intellectual property rights, confidentiality rights, contract rights or any other rights of any person, (iv) such User Content is not libelous, abusive, obscene, or otherwise in violation of applicable local, federal, or international laws and regulations. and (v) you agree to pay any and all royalties, fees, and any other monies owing any person arising in connection with such User Content appearing on this Site. You acknowledge that CodeBabes may or may not pre-screen User Content, but that CodeBabes and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove
any User Content that is available via the Application. Without limiting the foregoing, CodeBabes and its designees shall have the right to remove any User Content that violates these Terms of Use or is otherwise objectionable in CodeBabes’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you will not rely on any User Content submitted to CodeBabes, including without limitation information in the Application.

Notice of Procedure for Making a Claim of Copyright Infringement. If you believe that any content or User Content on the Site or in the Application constitutes work that is owned by you or a third party, and is displayed on the Site or through the Application without proper authorization, please send the following information to [copyright@codebabes.com]

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on this Site;

4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate

and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Proprietary Rights. As between you and CodeBabes, the Site and all material published on the Site, including, but not limited to text, photographs, video, text, graphics, music, sounds, messages, comments, ratings, and other materials is owned by CodeBabes or its licensors (“CodeBabes Marks”) and is protected by copyright, patents, trademarks, trade secrets and/or other proprietary rights, including under the United States copyright laws. As between you and CodeBabes, CodeBabes owns a copyright in the selection, coordination, arrangement and enhancement of the CodeBabes Marks and such other content on the Site and a copyright in the Site. CodeBabes and its logos are trademarks of CodeBabes and are protected by state and federal laws. All other trademarks appearing on this Site (“Third Party Marks”) are trademarks of their respective owners. Users are prohibited from using any CodeBabes Marks and Third Party Marks without the written permission of CodeBabes or such third part. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the CodeBabes Marks, in whole or in part, without CodeBabes’s prior written consent. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or Application. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may download content for your personal, non-commercial use only as provided in these Terms of Use, provided that you keep intact all copyright and other proprietary notices. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us or the copyright holder identified in the copyright notice contained in the content.

No License Granted. Except for allowing you to use the Site and Application for your personal use as set forth in the paragraph above, when you use the Site or Application, you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of CodeBabes. You understand that you have no rights to the Application, the CodeBabes Marks or any other CodeBabes property except as we indicate in these Terms of Use. Age Requirements. You must be at least 18 years old or the age of majority in your state of residence, whichever is older, to subscribe to the Application.

Communications from CodeBabes. By registering for CodeBabes, you will receive online communications from CodeBabes. You may also receive electronic communications from CodeBabes by just providing your email address and not registering. In either case, to unsubscribe from any CodeBabes email list, simply click on the “Unsubscribe” link at the bottom of the email and your name will be removed from that mailing list. To see how we use your personal information, please refer to our Privacy Policy.

Links. You may be able to access other websites or resources through links on the Site. Because CodeBabes has no control over such sites and resources, you acknowledge and agree CodeBabes is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials or available from such sites or resources. You further acknowledge and agree that CodeBabes shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.Indemnity/Release. You understand that you are personally responsible for your behavior while on the Site and agree to indemnify and hold CodeBabes, and its affiliates, business partners, and their respective officers, directors, employees, and agents, harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys’ fees) that we may incur arising out of or related to any products or services purchased by you in connection with the Site or the Application and in connection with a third party claim or otherwise, in relation to your use of the Application or access to the Site, or your violation of either these Terms of Use, applicable law or the rights of any third party. You are solely responsible for your own interactions with any merchants accessed through the Site or Application. To the extent permitted under applicable laws, you hereby release CodeBabes from any and all claims or liability related to any product or service of a merchant, any action or in-action by merchant, including merchants failure to comply with applicable law and/or failure to abide by the Application Terms of Use and any conduct or speech, whether online or offline, of any other user. In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Disclaimer of Warranties. YOU UNDERSTAND THAT YOUR USE OF THE SITE AND THE APPLICATION (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE FROM USING THE SITE AND APPLICATION) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND THE APPLICATION AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE OR APPLICATION, ARE PROVIDED ON AN “AS IS” “WHERE-IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT CODEBABES MAKES NO WARRANTY THAT THE SITE OR APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT CODEBABES DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE SITE OR APPLICATION WILL MEET YOUR EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT. YOUR USE AND BROWSING OF THE SITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR APPLICATION, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND APPLICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CODEBABES DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND APPLICATION AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE AND APPLICATION.

Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CODEBABES, ITS PARENT, SUBSIDIARIES, OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, DATA, OR OTHER INTANGIBLES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE APPLICATION, EVEN IF CODEBABES HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. CODEBABES' LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN CODEBABES' AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED TEN DOLLARS ($10).

Termination. We can suspend or terminate your membership or subscription in CodeBabes and your access to the Site or use of the Application, in whole or in part, at any time, immediately and without notice if, at CodeBabes’ sole discretion, you fail to comply with any of these Terms of Use. In the event of suspension or termination, you are no longer authorized to access the Site or the Application, and the restrictions imposed on you with respect to any materials downloaded from the Site or the Application and the disclaimers and limitations of liabilities set forth in the Terms of Use shall survive.

Access to Application. You understand and agree that your subscription in CodeBabes is subject to and conditioned upon the following: Your continued adherence to and compliance with these Terms of Use and any future modifications thereto and applicable law. Your violation of these Terms of Use, or any other agreement between you and CodeBabes constitute grounds for immediate termination of your subscription without further notice at our sole discretion. We may also terminate your subscription at any time, immediately and without notice, if we determine, in our sole discretion, that your conduct is detrimental to our business or the CodeBabes community. Termination of your subscription will result in cancellation of all rights of access and use of Application granted to Subscribers and cancelled Subscribers may be denied access to Application or re-enrollment as Subscribers. CodeBabes reserves the right to change, discontinue or suspend CodeBabes or any of the Application at any time for any reason. You may terminate your subscription at any time by canceling your account. Cases of suspected abuse, fraud, or breach of these Terms of Use shall be in CodeBabes’ sole discretion. Any decision CodeBabes makes relating to termination or suspension of any Subscriber’s account shall be final and binding. You understand and agree that we may terminate, modify, discontinue or abandon the Site or Application with or without notice to you and that we will not be liable to you or any third party as a result of such termination, modification, discontinuance or abandonment. If this Agreement is terminated for any reason, the provisions titled Proprietary Rights, No License Granted, Indemnity/Release, Disclaimer of Warranties, Liability Limitation, Access To Application, Termination, Privacy, Governing Law/Disputes and Miscellaneous shall survive any such termination.

Privacy. This Site is governed by the terms and conditions set out in our privacy policy which is incorporated herein by reference.

No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

Governing Law/Disputes. These Terms of Use are governed by, and will be interpreted in accordance with, the laws of the State of California, without regard to any choice of law provisions. You agree that, with the exception of injunctive relief sought by CodeBabes for any violation of CodeBabes’ proprietary or other rights, any and all disputes relating to these Terms of Use or Privacy Policy, or your use of the Site or the Application shall be resolved by arbitration in accordance with the then-current rules of the American Arbitration Association (the “AAA”) before an independent arbitrator designated by the AAA. The location of arbitration shall be San Francisco County, San Francisco, USA. Miscellaneous. These Terms of Use and policies incorporated herein, are the entire agreement between you and CodeBabes. They supersede any and all prior or contemporaneous agreements between you and CodeBabes relating to your use of the Site or the Application. If any part of these Terms of Use is determined to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. The failure of CodeBabes to partially or fully exercise any rights or the waiver of CodeBabes of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by CodeBabes or be deemed a waiver by CodeBabes of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of CodeBabes under these Terms of Use and any other applicable agreement between you and CodeBabes shall be cumulative, and the exercise of any such right or remedy shall not limit CodeBabes’s right to exercise any other right or remedy.